BOARD OF DIRECTORSKolkata - 700 026. 201-Sonal Building, Plot No.113, RSC-11, Sector No. 1, Charkop,...

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Transcript of BOARD OF DIRECTORSKolkata - 700 026. 201-Sonal Building, Plot No.113, RSC-11, Sector No. 1, Charkop,...

Page 1: BOARD OF DIRECTORSKolkata - 700 026. 201-Sonal Building, Plot No.113, RSC-11, Sector No. 1, Charkop, ... at 12.00 noon at Hotel Sadanand, Rajpipla Road, Ankleshwar-393 002, Gujarat
Page 2: BOARD OF DIRECTORSKolkata - 700 026. 201-Sonal Building, Plot No.113, RSC-11, Sector No. 1, Charkop, ... at 12.00 noon at Hotel Sadanand, Rajpipla Road, Ankleshwar-393 002, Gujarat
Page 3: BOARD OF DIRECTORSKolkata - 700 026. 201-Sonal Building, Plot No.113, RSC-11, Sector No. 1, Charkop, ... at 12.00 noon at Hotel Sadanand, Rajpipla Road, Ankleshwar-393 002, Gujarat

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BOARD OF DIRECTORS

Management Team

A. R. MasterAsst. Vice-President (Finance)

R. V. KrishnanAsst. Vice-President (Marketing)

A. C. GandhiSr. Manager (Production)

Sanjay KumarSr. Manager (Marketing)

Sr. Technical ConsultantP. A. Kale

Technical ConsultantD.K. Shastri

Registrars & Share Transfer AgentsSharex Dynamic (India) Pvt. Ltd.,Unit-1, Luthra Ind. Premises,Safed Pool, Andheri-Kurla Road,Andheri (E), Mumbai - 400 072.Tel: 022-2851 5606 / 5644Email: [email protected]

BankersState Bank of India

AuditorsD. N. Shukla & CompanyChartered Accountants

Registered Office & Works:119, GIDC Industrial Area,

Ankleshwar - 393 002.

Area Sales Offices At:2/39, Thiru-Vi-Ka Street,

Pallavaram,Chennai - 600 043.

1/29-B, Prince GulamMohammed Road,

Kolkata - 700 026.

201-Sonal Building, Plot No.113,RSC-11, Sector No. 1, Charkop,

Near King George School,Kandivali (West),

Mumbai - 400 067.

UG-41, Ansal Chambers-II,Bhikaji Cama Place,

New Delhi - 110 029.

7, Shivaji Housing Society,Pune - 411 016.

Sales RepresentativeBangalore

35thANNUALREPORT

CONTENTS

Pg. No.

Notice 2Directors' Report 6Auditors' Report 13Balance Sheet 16Profit & Loss Account 17Schedules 18Cash Flow 30

J.C. Bhatia Managing DirectorL.M. Bijlani DirectorC.G. Cholera DirectorB.V. Dholakia DirectorD.D. Kanitkar DirectorC.J. Bhatia Executive Director

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NOTICE

Notice is hereby given that the THIRTYFIFTH ANNUAL GENERAL MEETING of the Members of RAPICUT CARBIDESLIMITED will be held on Saturday, 22nd September, 2012, at 12.00 noon at Hotel Sadanand, Rajpipla Road,Ankleshwar-393 002, Gujarat to transact the following business:

ORDINARY BUSINESS:

1) To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2012 and the Profit and Loss Accountfor the year ended on that date together with the Reports of the Directors & Auditors thereon.

2) To declare dividend on Equity Shares for the year ended 31-03-2012.

3) To appoint a Director in place of Shri. L.M.Bijlani, who retires by rotation and being eligible, offers himself forreappointment.

4) To appoint a Director in place of Shri. J.C.Bhatia, who retires by rotation and being eligible, offers himself forreappointment.

5) To appoint M/s. D. N. Shukla & Company, Chartered Accountants, the retiring Auditors as Statutory Auditors of theCompany to hold office from the conclusion of this Annual General Meeting until conclusion of the next Annual GeneralMeeting & to fix their remuneration.

SPECIAL BUSINESS:

6) To revise the remuneration of Shri. Jagdish C. Bhatia as Managing Director and in this regard to consider and if thoughtfit to pass, with or without modification(s), the following resolution as a Special Resolution:-

“RESOLVED THAT pursuant to the provisions of section 198, 309, 311 and other applicable provisions, if any, of theCompanies Act, 1956 (including any amendment thereto or re-enactment thereof for the time being in force) and ScheduleXIII thereto approval be and is hereby, accorded to the upward revision in the remuneration payable to Shri. Jagdish C.Bhatia as Managing Director, with effect from 1st April, 2012 for the remaining period of his term as Managing Directori.e., till 31st July 2013, as set out in the Explanatory Statement annexed to the Notice convening this Meeting.”

“RESOLVED FURTHER THAT the Board of Directors of the Company or a duly constituted Committee thereof be andis hereby authorised to take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

7) To revise the remuneration of Shri. Chandrashekhar alias Chander J. Bhatia as Executive Director and in this regardto consider and if thought fit to pass, with or without modification(s), the following resolution as an Ordinary Resolution:-

“RESOLVED THAT in accordance with the provisions of section 198, 309, 311 and other applicable provisions, if any,of the Companies Act, 1956 (including any amendment thereto or re-enactment thereof for the time being in force) andSchedule XIII thereto approval be and is hereby, accorded to the upward revision in the remuneration payable toShri. Chandrashekhar alias Chander J. Bhatia as Executive Director, with effect from 1st June, 2012 for a period of 12months upto 31st May, 2013, as set out in the Explanatory Statement annexed to the Notice conveying this Meeting.”

“RESOLVED FURTHER THAT the Board of Directors of the Company or a duly constituted Committee thereof be andis hereby authorised to take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

8) To consider and if thought fit, to pass with or without modification(s), as a Special Resolution, the following:-

“RESOLVED THAT pursuant to Section 309 (4) and other applicable provisions, if any, of the Companies Act, 1956the consent of the Company be and is hereby accorded to the payment of commission to the Directors (other thanthe Managing/Wholetime Directors) not exceeding 1% (one percent) per annum of the net profits of the Company,calculated in accordance with the provisions of the said Act, such commission being divisible amongst the aforesaidDirectors, in such proportion and in such manner as may be decided by the Board of Directors of the Company, fora period of five financial years of the Company, commencing from the financial year ending 31st March, 2013.”

By Order of the Board of Directors

J. C. BhatiaManaging Director

Registered Office:Plot No.119, GIDC,Ankleshwar-393002.Date: 28th July, 2012

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NOTES1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND

AND VOTE INSTEAD OF HIMSELF. A PROXY NEED NOT BE A MEMBER. PROXY FORM IN ORDER TO BEEFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENTOF THE MEETING. A PROXY SO APPOINTED SHALL NOT HAVE ANY RIGHT TO SPEAK AT THE MEETING.BLANK PROXY FORM IS ENCLOSED.

2. Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of Special Business to betransacted at the General Meeting is annexed hereto and forms part of this notice.

3. The Register of Members and Share Transfer Books of the Company will be closed from Tuesday, 18th September,2012 to Friday, 21st September, 2012 (both days inclusive).

4. Relevant documents referred to in the Notice are open for inspection at the Registered Office of the Company from10.00 a.m. to 12.00 noon on all days, except Saturdays, Sundays and Public Holidays until the date of the AnnualGeneral Meeting or any adjournment thereof.

5. The dividend as recommended by the Directors, if declared at the meeting, will be paid after 22nd September, 2012to those Members whose names appear on the Register of Members on 21st September, 2012 or to their mandatees.

6. Shareholders are advised to avail of the facility for receipt of future dividends through Electronic Clearing Service (ECS).Shareholders holding shares in dematerialised mode are requested to contact their respective DP's for availing ECSfacility. Shareholders holding shares in physical form are requested to collect the ECS form from the Registrar andTransfer Agents(RTA) and the same duly filled in and signed alongwith a Xerox copy of a cancelled cheque may besent to the RTA.

7. Beneficial Owners holding shares in electronic / demat form are requested to notify any change in their address, bankaccount, mandate, etc. to their respective Depository Participant. Members holding shares in physical form arerequested to notify any change in their address, bank account etc. to the Registrar and Share Transfer Agents,SHAREX DYNAMIC (INDIA) PVT. LTD. With a view to prevent fraudulent encashment of dividend warrants, membersholding shares in physical form are advised to furnish to the Registrars the particulars of their bank account with arequest to incorporate the same in the dividend warrant.

8. Pursuant to section 205-A of the Companies Act, 1956, the amount of dividend remaining unpaid or unclaimed fora period of seven years from the date of payment is required to be transferred to Investor Education and ProtectionFund of the Central Government. The next unclaimed Dividend for the year 2007-08 will be transferred in the InvestorEducation and Protection Fund in the year 2014-15.

Members who have not encashed their dividend warrant(s) for the Financial Years ended 31st March 2008 to 31stMarch, 2011 are requested to seek issue of Duplicate Warrants by writing to the Company’s Share Department atits Registered Office.

9. Members are requested to send in their queries at least a week in advance to the Secretarial Department at theRegistered Office of the Company to facilitate clarifications during the meeting.

10. The Company's shares are listed on Bombay Stock Exchange Limited (BSE). The Company has paid the listing feesfor the financial year 2012-13 to BSE. The Company has also paid custodial fees for the year 2012-13 to NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

11. Pursuant to the provisions of Section 109A of the Companies Act, 1956, members are entitled to make a nominationin respect of the shares held by them. Members desirous of making nominations are requested to submit Form No.2B(which may be obtained from the Company's Secretarial Department) duly filled in and signed by them to theCompany's Registrars & Share Transfer Agents in case of shares held in Physical form and to the DepositoryParticipants in case of shares held in electronic form.

12. Members are requested to bring their copy of Annual Report to the Annual General Meeting.

13. Members are requested to register their e-mail addresses with the Company for receiving the Report and Accounts,Notices etc. in electronic mode, as a measure of support to the Green Initiative in Corporate Governance of the Ministryof Corporate Affairs, Government of India.

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ANNEXURE TO NOTICE

EXPLANATORY STATEMENT AS REQUIRED BY SECTION 173(2) OF THE COMPANIES ACT, 1956.

The following Explanatory Statement sets out all material facts relating to the Special Business mentioned in the accompanyingNotice.

Item No. 6 and 7:

Shri. Jagdish C. Bhatia has been the Managing Director of the Company since 1st August, 2008. The term of Office of ShriJagdish C. Bhatia as Managing Director of the Company will expire on 31st July, 2013.

Shri. Chandrashekhar alias Chander J. Bhatia has been the Whole-time Director, designated as Executive Director since1st June, 2009, and his term of Office will expire on 31st May, 2014.

The present proposal is to seek the members’ approval for the revision of the remuneration payable to Shri. Jagdish C.Bhatia as Managing Director and Shri. Chandrashekhar alias Chander J. Bhatia as Whole-time Director, designated asExecutive Director in line with the prevailing corporate trend and comparable with the remuneration packages being offeredto the CEOs and EDs of the peer companies. More so in the case of Shri. Jagdish C. Bhatia considering his long experiencetogether with leadership qualities and noteworthy managerial capability as reflected in the sustained growth of the Companyfrom year to year and in the case of Shri. Chandrashekhar alias Chander J. Bhatia as Whole-time Director, designated asExecutive Director, considering the background of his highly involved experience and association with the Company andproving his excellence in several key departments in the Company.

a) Broad particulars of the proposed revised remuneration payable to Shri. Jagdish C. Bhatia and Shri. Chandrashekharalias Chander J. Bhatia are as under:-

(i) Salary, Perquisites and Allowances in the case of Shri Jagdish C. Bhatia, Managing Director:

(Rupees in Lacs per annum)

As on 31st March, 2012 Proposed from 1st April, 2012

(A) Salary 10.20 12.00

(B) Perquisites and allowances 10.80 13.00

(ii) Salary, Perquisites and Allowances in the case of Shri. Chandrashekhar alias Chander J. Bhatia, Whole-timeDirector, designated as Executive Director:

(Rupees in Lacs per annum)

As on 31st March, 2012 Proposed from 1st April, 2012

(A) Salary 6.84 8.65

(B) Perquisites and allowances 6.16 7.85

Perquisites & Allowances

The perquisites and allowances, as aforesaid, shall include accommodation (furnished or otherwise) or house rentallowance in lieu thereof together with reimbursement of expenses and/or allowances for utilization of gas,electricity, water, furnishing and repairs, medical reimbursement, leave travel concession for self and familyincluding dependents, medical insurance and such other perquisites and/or allowances. The said perquisites andallowances shall be evaluated, wherever applicable, as per the provisions of Income-tax Act, 1961 or any rulesthereunder or any statutory modification(s) or re-enactment thereof, in the absence of any such Rules, perquisitesand allowances shall be evaluated at actual cost. The Company’s contribution to Provident Fund, Superannuationor Annuity Fund, to the extent there singly or together are not taxable under the Income-tax law, and gratuitypayable and encashment of leave, as per the rules of the Company and to the extent not taxable under theIncome-tax law shall not be included for the purpose of computation of the overall ceiling of remuneration.

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By Order of the Board of Directors

J. C. BhatiaManaging Director

Registered Office:Plot No.119, GIDC,Ankleshwar-393002.Date: 28th July, 2012

b) Commission:

In addition to the salary, perquisites and allowances as above, Shri. Jagdish C. Bhatia and Shri. Chandrashekhar aliasChander J. Bhatia will also be entitled to receive commission on net profits. The commission payable to them for eachfinancial year, shall be in the ratio of their respective salaries (excluding perquisites and allowances), and the overallremuneration (including commission to both of them) shall not exceed 10% (Ten percentage) of the net profit of theCompany as computed in the manner referred to under section 198(1) of the Companies Act, 1956, or any statutorymodification(s) or re-enactment thereof.

MINIMUM REMUNERATION

In the event of loss or inadequacy of profits in any financial year during the tenure of the appointment, the ManagingDirector and the Executive Director shall be paid remuneration by way of salary and perquisites as set out above, asminimum remuneration.

The above may be treated as an abstract of the terms of revision of overall remuneration payable to Shri. Jagdish C.Bhattia and Shri. Chandrashekhar alias Chander J. Bhatia under section 302 of the Companies Act, 1956.

Except Shri. Jagdish C. Bhatia and Shri. Chandrashekhar alias Chander J. Bhatia no other Director is concerned orinterested in these Resolutions.

Item No. 8:

The Shareholders at their meeting held on 28th September, 2008 had approved under the provisions of Section 309 of theAct, the payment of Commission to the non whole-time Directors of the Company not exceeding 1% (one percent) per annumof the net profits of the Company for a period of 5 years commencing from the financial year ending 31st March, 2012.

The Board of the Company comprises of highly experienced and proficient Directors who have been devoting their valuabletime in guiding the Company with their mature advice and direction. It will be fit and proper to compensate them by paymentof commission on net profits of the Company.

It is therefore proposed that the Directors of the Company, other than Managing / Whole-time Directors be paid, in additionto the sitting fees and reimbursement of expenses for attending the meetings of the Board and/or Committees thereof,commission of 1% (one percent) on the net profits of the Company, calculated in accordance with the applicable provisionsof the Companies Act, 1956 for a period of five financial years commencing from the financial year ending 31st March, 2013.

The proposed Special Resolution seeks to obtain the approval of the shareholders for the said payment of commission toDirectors.

All the Directors, except Shri. Jagdish C. Bhatia and Shri. Chandrashekhar alias Chander J. Bhatia are concerned orinterested in passing the this Resolution.

The Board commends the Resolutions set out at item no. 6, 7 and 8 of the Notice for your approval.

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DIRECTORS' REPORT

TO THE MEMBERS

Your Directors have pleasure in presenting the 35th Annual Report and Audited Accounts of the Company for the financialyear ended 31st March, 2012.

1. FINANCIAL RESULTS

(Rs.in Lacs)

Year ended Year ended31-03-2012 31-03-2011

Sales and other income 3,311.97 2,750.56

Less : Excise Duty 298.76 244.46

Sales and Other Income (Net) 3013.21 2,506.10

Profit before depreciation and tax (including deferred tax) 485.94 399.21

Profit after depreciation and tax 304.48 247.87

Add: Profit brought forward from previous year 185.83 54.23

Less: (i) Prior period adjustment (1.07) (3.64)

Profit available for appropriation 489.24 298.46

Appropriations:

Proposed Dividend 64.45 53.71

Tax on Proposed Dividend 10.46 8.92

Transfer to General Reserve 50.00 50.00

Profit carried to Balance Sheet 364.33 185.83

2. DIVIDEND

Your Directors are pleased to recommend payment of dividend of Rs. 3/- (30%) per equity share of Rs. 10/- each forthe year 2011-12, subject to the approval of shareholders (Previous year Rs. 2.50, i.e., 25%). If approved, the dividendwill absorb Rs. 74.91 Lacs (inclusive of distribution tax on dividend).

3. TRANSFER TO RESERVE

The Company proposes to transfer Rs. 50.00 Lacs to the General Reserve and an amount of Rs. 364.33 Lacs isproposed to be retained in the profit and loss account.

4. PERFORMANCE AND PROSPECTS

Performance:

• The year 2011-12 closed with an increase of 20% in sales & other income (Rs. 3013 Lacs) compared to theprevious year (Rs. 2506 Lacs).

• The operating profit before tax was up by 20% from Rs. 373 Lacs to Rs. 449 Lacs and profit after tax was upby 24% from Rs. 244 Lacs to Rs. 303 Lacs.

Prospects:

• The year 2012-13 holds promise of registering impressive overall growth despite some sectors to which YourCompany caters showed signs of sluggishness in the first quarter.

• The raw material availability and pricing has since stabilized and this should reflect positively in the 2012-13performance.

• As mentioned in the previous Report, for capacity enhancement some of the equipment already ordered has sincearrived and has been commissioned. Capital equipment additions for sustained growth together with focus onquality up-scaling is a continuous effort and Your Company is well set in that direction.

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5. APPROVALS FROM GUJARAT POLLUTION CONTROL BOARD

In support of its growth and expansion programme the Company has since received NOC and CONSENT from GujaratPollution Control Board,under the Environment Protection and other Allied Laws for setting up production facilities fortonnages which are more than 200% increase over the earlier sanctioned tonnages.

6. DIRECTORS

Your Directors wish to report with profound regret, the demise of Shri. S.S. Kumar, a longtime Director and Ex-Chairman of the Company. Shri. Kumar was a Director of the Company for 27 years from 1981 to 2008. Throughouthis association with the Company he ever so willingly extended his unstinted support and wise counsel in the keyaffairs of the Company Management. He was an Advocate of the Supreme Court and highly respected expert inCompany Law and Corporate Affairs.

Your Directors wish to place on record their deep appreciation and acknowledge the valuable services rendered byShri. Kumar throughout the years of his association with Rapicut.

Shri. K.S. Joshi resigned as Director from 22nd October, 2011. The Board places on record its appreciation of thevaluable services rendered during his tenure as Director and for the contribution to the deliberations of the Board.

In accordance with the provisions of the Companies Act 1956, and the Articles of Association of the Company,Shri. L.M. Bijlani and Shri. J.C. Bhatia are due to retire at the conclusion of the forthcoming Annual General Meetingand being eligible, offer themselves for re-appointment.

7. FIXED DEPOSITS

Out of the total fixed deposits with the Company, all deposits due for repayment as on 31st March, 2012 were, asdesired by the depositors, either repaid or renewed.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

CONSERVATION OF ENERGY:

(A) Energy conservation measures undertaken:-

1. The Company continuous to reap Energy Saving benefits from the installation of Mechanical Automatic Pressinstalled last year.

2. The Company is working towards stabilizing the running of new De-waxing cum Sintering Furnace and oncethis is accomplished, the power consumption will reduce significantly.

(B) Technology absorption and upgradation:-

1. After putting into practice recommendation of local experts, modifications have been carried out in certainequipment and process parameters. These measures have resulted in significant improvement in productivityand reduced energy consumption.

2. Upgradation of Technology

The Company continues to act on two pronged strategy, ensuring in the first instance that the processesin practice are upgraded on a continual basis. Secondly, aiming that procurement of new equipment,whenever required, lends itself to yielding benefits commensurate with upgraded technology.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Focused initiatives to promote exports have borne fruit and the same is seen in the export performance at the verystart of the current financial year 2011-12, in which export of Rs.39.20 Lacs was registered which works out to 27.03%growth over the corresponding previous year 2010-11 in which export of Rs.30.86 Lacs was achieved.

(Rs. in Lacs)2011-2012 2010-2011

Foreign Exchange earned 39.20 30.86

Foreign Exchange outgo 792.79 1100.95

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Place: MumbaiDate: 28th July, 2012

For and on behalf of the Board

C.G. Cholera J. C. BhatiaDirector Managing Director

9. CORPORATE SOCIAL RESPONSIBILITY

Although it is not mandatory for Your Company to adopt and follow Government guidelines for Corporate SocialResponsibility (CSR), Your Company has voluntarily chosen in the first instance, two broad areas to focus its CSRactivities.

1) Continuous efforts towards energy conservation initiatives.

2) Environmental protection and to this end Your Company is already a Zero Discharge Unit fulfilling the norms setunder Pollution Control law for being recognized as such.

10. PARTICULARS OF EMPLOYEES

In accordance with provisions of section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars ofEmployees) Rules, 1975, as amended, the particulars of employees are not given as none of the employees has drawnremuneration in excess of the limits set therein.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:-a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.b. Appropriate accounting policies have been selected and applied consistently and judgments and estimates made

are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end ofthe financial year ended 31st March, 2012 and the Profit for the year ended 31st March, 2012.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance withthe provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing anddetecting fraud and other irregularities.

d. The Annual Accounts have been prepared on a going concern basis.

12. APPOINTMENT OF AUDITORS

M/s. D.N. Shukla & Co., the Auditors of the Company will retire in the forthcoming Annual General Meeting and areeligible for reappointment. The members are requested to appoint the Auditors and fix their remuneration.

13. COMPLIANCE CERTIFICATE

As required under Section 383A of the Companies Act, 1956 and rules framed thereunder the Company has obtainedthe Compliance Certificate from the whole time Company Secretary in practice and the same is attached to this reportand forms part of this report.

The Company has also taken appropriate steps to obtain compliance certificate within the prescribed periodpursuant to the amendments with relation to cost records [Sec. 209 (i)(d)] and Cost Audit (sec. 233 B) of theCompanies Act, 1956.

14. GREEN INITIATIVE

Members are requested to provide their details viz, Name, Folio No. / Client ID and e-mail address on the Company’se-mail address [email protected] to enable the Company to act on the “Green Initiative” effort launchedby the Ministry of Corporate Affairs, Government of India, through their various Circulars.

15. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Directors are happy to report that the Company has maintained very cordial relations with its employees. TheManagement is committed to fortify such relations at all levels of its human resource talent.

16. ACKNOWLEDGEMENT

Your Directors wish to acknowledge their appreciation of the valuable contribution by all sections of the Company'sworkforce. Your Directors also wish to place on record their appreciation of the continuous support received from theCompany's bankers, customers and suppliers.

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We have examined the registers, records, books and papers of Rapicut Carbides Limited ("the Company") as required tobe maintained under the Companies Act, 1956. ("the Act") and the rules made thereunder and also the provisions containedin the Memorandum and Articles of Association of the Company for the financial year ended on 31st March, 2012. In ouropinion and according to the examination carried out by us and explanations furnished to us by the Company, its officersand agents, and to the best of our knowledge and belief, we certify that in respect of the aforesaid financial year:

1. The Company has kept and maintained the registers as stated in Annexure 'A' to this certificate, as per the provisionsof the Act and the rules made thereunder.

2. The Company has filed the forms and returns as stated in Annexure 'B' to this certificate with the Registrar ofCompanies, Gujarat, Ahmedabad, Regional Director, Central Government, Company Law Board or other authoritiesunder the Act and the rules made thereunder, as and where applicable.

3. The Company is a Public Limited Company and hence comments under this paragraph are not required.

4. The Board of Directors met Four (4) times respectively on 30th April, 2011, 29th July, 2011, 22nd October, 2011 and21st January, 2012 and the proceedings were recorded and signed in the Minutes Book maintained in loose leaf formfor the purpose. The Company has passed two resolutions by circulation.

5. The Company has closed its Register of Members from 21st September, 2011 to 23rd September, 2011 (both daysinclusive) and necessary compliance of Section 154 of the Act has been made.

6. The Annual General Meeting for the financial year ended 31st March, 2011 was held on 24th September, 2011, aftergiving due notice to the members of the Company and resolutions passed there at were duly recorded in the MinutesBook maintained in loose leaf form for the purpose.

7. No Extra Ordinary General Meeting was held during the Financial Year.

8. The Company has not advanced any loans to its directors or persons or firms or companies referred to under Section295 of the Act during the financial year.

9. The Company has not entered into any contract falling within the purview of Section 297 of the Act.

10. No entries have been made in the Register maintained under section 301 of the Act, as there was no relevanttransaction.

11. There were no instances falling within the purview of Section 314 of the Act.

12. The duly constituted Share Transfer Committee has approved the issue of duplicate share certificates.

13. The Company

(i) has delivered all the certificates on lodgment thereof for transfer in accordance with the provisions of the Act. Therewas no allotment/transmission of securities during the financial year.

(ii) has deposited the amount of dividend declared in a separate Bank Account on 28th September,2011, which waswithin five days from the date of declaration of such dividend.

(iii) has posted warrants for dividends to all the members within period of 30 days from the date of declaration andthat all unclaimed/ unpaid dividend has been transferred to Unpaid Dividend Account of the Company with AxisBank Ltd., Ankleshwar Branch on 23rd October, 2011.

(iv) was not required to transfer any amount to Investor Education and Protection Fund, since there was no amount,on account of unpaid dividend, application money due for refund, matured deposits, matured debentures and theinterest accrued thereon, lying with the Company, and which was required to be transferred to the said fund.

COMPLIANCE CERTIFICATE (ANNEXURE TO DIRECTORS’ REPORT)

To,The Members,RAPICUT CARBIDES LIMITED(Corporate Identification No.:- L28910GJ1977PLC002998)119, GIDC Industrial Area,Ankleshwar- 393 002.Gujarat

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(v) has duly complied with the requirements of Section 217 of the Act.

14. The Board of Directors of the Company is duly constituted and the appointment of additional directors and directorshave been duly made during the financial year.

15. The appointment of Whole Time Director has been made in compliance with the provisions of the Act.

16. The Company has not appointed any sole-selling agents during the financial year.

17. The Company was not required to obtain any approval of the Registrar of Companies and/or such authorities prescribedunder the various provisions of the Act during the financial year.

18. The Directors of the Company have disclosed their interest in other firms/companies to the Board of Directors pursuantto the provisions of the Act and the rules made thereunder.

19. The Company has not issued any Equity Shares during the financial year.

20. The Company has not bought back any shares during the financial year.

21. The Company has not issued any redeemable preference shares/debentures and hence the question of redemptiondoes not arise.

22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares andbonus shares pending registration of transfer of shares.

23. The Company has complied with the provisions of Section 58 A read with Companies (Acceptance of Deposit) Rules,1975. The Company has filed copy of Statement in lieu of Advertisement as required with the Registrar of Companies,Ahmadabad, Gujarat on 5th November, 2011.

24. The amount borrowed by the Company from Banks during the Financial Year ended 31st March, 2012 are within theborrowing limits of the Company as per Section 293(1)(d) of the Act.

25. The Company has not made any loans or advances or given guarantees or provided securities to other bodies corporateduring the financial year and consequently no entries have been made in the Register kept for the purpose.

26. The Company has not altered the provisions of the Memorandum with respect to situation of the Company's registeredoffice from one State to another during the year under scrutiny.

27. The Company has not altered the provisions of the Memorandum with respect to the objects of the Company duringthe year under scrutiny.

28. The Company has not altered the provisions of the Memorandum with respect to name of the Company during theyear under scrutiny.

29. The Company has not altered the provisions of the Memorandum with respect to share capital of the Company duringthe year under scrutiny.

30. The Company has not altered its Articles of Association during the financial year.

31. As per the information given by the management, no prosecution has been initiated against or show cause notice hasbeen received by the Company, during the financial year, for offences under the Act.

32. The Company has not received any money as security from its employees during the financial year.

33. The Company has not constituted its own Provident fund for its employees and therefore the provisions of Section 418of the Act are not applicable to the Company.

Place: MumbaiDate: 17th May, 2012

For HITESH BUCH & ASSOCIATESCompany Secretaries

CS HITESH BUCHProprietor

C.P.No.8195

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11

Annexure ‘A’

Registers as maintained by the Company

1. Register of Transfer u/s 108 of the Act

2. Register of Charges u/s 143 of the Act.

3. Register of Members u/s 150 of the Act is being maintained by the Registrar and Share Transfer Agents of theCompany.

4. Minutes Books of Board of Directors u/s 193 (1) of the Act.

5. Minutes Books of the proceedings of General Meeting u/s 193(1), 196(1) of the Act.

6. Register of Directors', Managing Director, Manager and Secretary u/s 303 of the Act.

7. Register of Directors Shareholdings u/s 307 of the Act.

8. Minutes Book of Share Transfer Committee Meetings.

9. Minutes Book of Remuneration Committee Meetings.

10. Register of Contracts u/s 301 of the Companies Act.

11. Register of Renewed and Duplicate Certificates under Rule 7 of the Companies (Issue of Share Certificates) Rules,1960.

12. Register of Proxies.

13. Register of Deposit under Rule 7 of the Companies (Acceptance of Deposits) Rules,1975.

Annexure ‘B’

Forms and Returns as filed by the Company, during the financial year ended 31st March, 2012.

i) With Registrar of Companies

Sr. Form PurposeNo.

1. Annual Accounts U/s 220 of the Companies Act, 1956 as on 31st March, 2011 was filed on(Form 23AC and 23 ACA) 10th November, 2011.

2. Annual Return U/s 159 of the Companies Act, 1956 as on 24th September, 2011 was filed on(Form 20B) 22nd October, 2011.

3. Compliance Certificate U/s 383 A of the Companies Act, 1956 for the Financial Year ended 31st March,(Form 66) 2011 was filed on 10th October, 2011.

4. Form 32 U/s 260 of the Companies Act, 1956 for appointment of Mr D.D. Kanitkar andMr. B.V. Dholakia as an Additional Directors with effect of 15th June, 2011 wasfiled on 20th June, 2011.

5. Form 32 U/s 303 of the Companies Act, 1956 was filed on 18th October, 2011 for changeof designation of Mr D.D. Kanitkar and Mr B.V. Dholakia from Additional Directorto Directors with effect from 24th September, 2011.

6. Form 32 U/s 303((2) of the Companies Act, 1956 was filed on 8th November, 2011 forcessation of Shri K.S. Joshi as Director of the Company with effect from 23rdOctober, 2011.

Page 14: BOARD OF DIRECTORSKolkata - 700 026. 201-Sonal Building, Plot No.113, RSC-11, Sector No. 1, Charkop, ... at 12.00 noon at Hotel Sadanand, Rajpipla Road, Ankleshwar-393 002, Gujarat

12

Place: MumbaiDate: 17th May, 2012

For HITESH BUCH & ASSOCIATESCompany Secretaries

CS HITESH BUCHProprietor

C.P.No.8195

7. Form 8 U/s. 132 of the Companies Act, 1956 in respect of securing various CreditFacilities sanctioned and availed from the State Bank of India, Ankleshwar IndustrialEstate Branch, Ankleshwar, Gujarat by execution of Deed of Mortgage on 20thMay, 2011 for Rs. 7 Crores 40 Lacs by creating Equitable Mortgage on ImmovableProperty owned by the Company was filed on 8th July, 2011.

8. Form 67 Return of Deposits pursuant to Rule 10 of the Companies (Acceptance of Deposits)Rules, 1975 for the year ended 31st March, 2011 was filed on 21st June, 2011.

9. Form 62 U/s 58 A of the Companies Act, 1956 was filed on 5th November, 2011 in respectof issue of Statement in Lieu of Advertisement.

ii) With Regional Director : Not Applicable

iii) With Central Governmentor other authorities : Not Applicable

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13

AUDITORS' REPORT

To,The Members ofRapicut Carbides Limited

1. We have audited the attached Balance Sheet of RAPICUT CARBIDES LIMITED as at 31st March, 2012, the relatedProfit & Loss Account and also the Cash Flow Statement for the year ended on that date are annexed thereto. TheseFinancial statements are the responsibility of the Company's Management. Our responsibility is to express an opinionon these Financial Statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards requirethat we plan and perform the audit to obtain reasonable assurance about whether the financial statements are freeof material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts anddisclosures in the financial statements. An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overall financial statement presentation. Webelieve that our audit provides a reasonable basis for our opinion.

3. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessaryfor the purpose of our audit.

4. In our opinion, proper Books of Accounts as required by the law have been kept by the company so far as appearsfrom our examination of those books.

5. The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement withthe books of account.

6. In our opinion the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report complywith the Accounting Standards referred to in sub-section (3 C) of section 211 of the Companies Act, 1956.

7. On the basis of the written representations received from the Directors as on 31st March, 2012, and taken on recordby the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012 from beingappointed as a Director in Terms of Clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

8. In our opinion and to the best of our information and according to the explanation given to us the said accounts, readtogether with Notes to Accounts ,give the information required, by the Companies Act, 1956 in the manner so required,and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company, as at 31st March, 2012;

ii) in the case of the Profit and Loss Account, of the Profit for the year ended on that date; and

iii) in the case of the Cash Flow statement, of the Cash Flow for the year ended on that date.

9. As required by the Companies (Auditors' Report) Order 2003, issued by the Central Government of India in terms ofsub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure the matters specified inparagraph 4 and 5 of the said order.

Place: MumbaiDate: 26th May, 2012

For D.N. SHUKLA & CO.Chartered Accountants

P. J. MankadPartner

(Membership No. 036010)FR No. W11088

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14

ANNEXURE TO THE AUDITORS' REPORTREFERRED TO IN PARAGRAPH 9 OF OUR REPORT OF EVEN DATE

i) a) The Company has maintained proper records showing full particulars including quantitative details and situationof fixed assets.

b) All the assets have not been physically verified by the management during the year but there is a regularprogramme of verification which, in our opinion, is reasonable having regard to the size of the company and thenature of its assets. No material discrepancies were noticed on such verification.

c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year, and the goingconcern status of the Company is not affected.

ii) a) The inventory has been physically verified during the year by the management. In our opinion, the frequency ofverification is reasonable.

b) The procedures of physical verification of inventories followed by the management are reasonable and adequatein relation to the size of the company and the nature of its business.

c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between thephysical stocks and the book records were not material.

iii) The Company has neither granted nor taken any loans, secured or unsecured to and from Companies, Firms or otherparties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the clauses4 (iii) (b) to (d) of the Order are not applicable.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal controlprocedures commensurate with the size of the company and the nature of its business with regard to purchases ofinventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed anycontinuing failure to correct major weaknesses in internal controls.

v) According to the information and explanations given to us, we are of the opinion that there are no transactions thatneed to be entered into the register maintained under section 301 of the Companies Act, 1956. In view of above clause4(b) of the order is not applicable.

vi) In our opinion and according to the information and explanations given to us, the company has complied with theprovisions of sections 58 A and 58 AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules,1975 with regard to the deposits accepted from the public. The Company Law Board has passed no order in respectof aforesaid deposit.

vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost AccountingRecords) Rules 2011, prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956and are of the opinion that primafacie the prescribed cost records have been maintained, however we have not madedetailed examination of the cost records with a view to determine whether they are accurate or complete.

ix) a) The company is regular in depositing with appropriate authorities undisputed statutory dues including providentfund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, customduty, excise duty, service tax, cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of incometax, wealth tax, sales tax, custom duty, excise duty, service tax and cess were in arrears, as at 31st March,2012 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are dues of excise duty which have not beendeposited as the same are disputed.

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15

The disputed statutory dues aggregating to Rs.9.55 lacs, that have not been deposited on account of matters pendingbefore appropriate authorities are as under:

Sr. Name of the Statute Name of the Dues Forum where Dispute is pending AmountNo. (Rs. In Lacs)

1. Central Excise Act, 1944 Excise Duty Commissioner (Appeal) 0.10CESTAT 9.45

TOTAL 9.55

x) In our opinion, the company has made profit during the year. The company has not incurred cash losses during thefinancial year covered by our audit and the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the company has not defaulted inrepayment of dues to a financial institution, bank or debenture holders.

xii) We are of the opinion that the company has not granted any loans and advances on the basis of security by wayof pledge of shares, debentures and other securities.

xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provisions ofclause 4 (xiii) of the Companies (Auditors' Report) Order, 2003 are not applicable to the company.

xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments.Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditors' Report) Order, 2003 are not applicable to thecompany.

xv) In our opinion, the Company has not given guarantees for loans taken by others from banks or financial institutions.

xvi) The Company has raised new term loan during the year. The term loans applied for the purposes for which they wereraised.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of thecompany, we report that no funds raised on short-term basis have been used for long-term investment. No long-termfunds have been used to finance short-term assets except permanent working capital.

xviii) According to the information and explanations given to us, the company has not made any preferential allotment ofshares to parties and companies covered in the register maintained under section 301 of the Act.

xix) According to the information and explanations given to us, during the period covered by our audit report, the companyhas not issued any debentures.

xx) According to the information and explanations given to us, during the period covered by our audit report, the companyhas not raised any money by way of Public Issue.

xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reportedduring the course of our audit.

Place: MumbaiDate: 26th May, 2012

For D.N. SHUKLA & CO.Chartered Accountants

P. J. MankadPartner

(Membership No. 036010)FR No. W11088

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16

BALANCE SHEET AS AT 31ST MARCH, 2012PARTICULARS Note 31-03-2012 31-03-2011

Rupees Rupees

I. EQUITY AND LIABILITIES1. SHAREHOLDERS’ FUNDS

a. Share Capital A 2,14,84,980 2,14,84,980b. Reserves & Surplus B 11,11,24,619 8,82,74,405c. Money received against Share Warrants – –

TOTAL (1) 13,26,09,599 10,97,59,3852. SHARE APPLICATION MONEY PENDING ALLOTMENT – –3. NON-CURRENT LIABILITIES

a. Long Term Borrowings C 92,09,000 1,09,82,406b. Deferred tax Liabilities (Net) 5,17,030 –c. Other Long-Term Liabilities D 7,14,360 7,14,360d. Long-Term Provisions E 17,59,711 15,21,145

TOTAL (2) 1,22,00,101 1,32,17,9114. CURRENT LIABILITIES

a. Short Term Borrowings F 1,23,70,423 1,36,95,094b. Trade Payables G 2,87,51,631 3,31,26,892c. Other Current Liabilities H 1,52,91,189 1,49,49,379d. Short Term Provisions I 1,24,58,520 1,02,61,067

TOTAL (3) 6,88,71,763 7,20,32,432

TOTAL (1+2+3) 21,36,81,463 19,50,09,728II. ASSETS

1. NON CURRENT ASSETSa. Fixed Assets

i. Tangible Assets J 2,45,14,878 1,63,75,604ii. Intangible Assets J 15,26,445 9,28,901iii. Capital Work-in-Progress J 2,09,828 16,21,986iv. Intangible Assets Under Development – –

b. Non-Current Investments K 4,02,750 4,02,750c. Deferred Tax Assets (Net) – 2,07,000d. Long-Term Loans and advances L 48,38,044 26,89,135e. Other Non-Current Assets – –

TOTAL (1) 3,14,91,945 2,22,25,3762. CURRENT ASSETS

a. Current Investments – –b. Inventories M 12,70,52,335 11,62,09,443c. Trade Receivables N 4,16,70,265 2,78,20,696d. Cash And Cash Equivalent O 92,63,804 2,22,49,959e. Short-Term Loans and Advances P 30,74,908 49,64,464f. Other Current Assets Q 11,28,206 15,39,790

TOTAL (2) 18,21,89,518 17,27,84,352

TOTAL (1+2) 21,36,81,463 19,50,09,728

As per our Audit Report of even dateFor D.N. SHUKLA & CO.Chartered Accountants

P. J. MankadPartner

Place: MumbaiDate: 26th May, 2012

A. R. MasterAsst. Vice-President

(Finance)

For and on behalf of the Board

J. C. Bhatia Managing Director

C. G. Cholera Director

C. J. Bhatia Executive Director

B. V. Dholakia Director

D. D. Kanitkar Director

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17

As per our Audit Report of even dateFor D.N. SHUKLA & CO.Chartered Accountants

P. J. MankadPartner

Place: MumbaiDate: 26th May, 2012

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2012PARTICULARS Note 31-03-2012 31-03-2011

Rupees Rupees

1. Revenue From OperationsRevenue from Operations PL-1 30,09,71,115 25,03,01,329Other Income PL-2 3,49,413 3,09,076

Total Revenue 30,13,20,528 25,06,10,405

2. Expenses:a. Cost of Material Consumed PL-3 20,77,20,199 15,38,01,394b. Purchase of Stock-In-Trade – –c. Changes In Inventories of Finished Goods PL-4 (2,41,59,296) (59,05,140)

Work-In-Progress & Stock -In-Trade – –d. Employee Benefits Expenses PL-5 3,21,82,403 2,83,07,105e. Finance Costs PL-6 44,21,412 35,87,129f. Depreciation And Amortization Expense 37,21,756 26,14,447g. Other Expenses PL-7 3,25,62,063 3,08,98,520

Total Expenses 25,64,48,537 21,33,03,455

Profit Before Exceptional And 4,48,71,991 3,73,06,950Extraordinary Items And TaxExceptional Items - Prior Period 1,06,633 3,63,685Profit Before Extraordinary Items And Tax 4,47,65,358 3,69,43,265Extraordinary Items – –Profit Before Tax 4,47,65,358 3,69,43,265Tax Expensea. Current Tax 1,37,00,000 1,22,13,927b. Earlier Years Tax – –c. Deferred Tax 7,24,030 3,06,148Profit For The Period From Continuing Operations 3,03,41,328 2,44,23,190Profit From Discontinuing Operations – –Tax Expense Of Discontinuing Operations – –Profit(Loss) From Discontinuing Operations (After Tax) – –

Profit For The Period 3,03,41,328 2,44,23,190

Earning Per Equity Sharea. Basic 14 11b. Diluted 14 11

For and on behalf of the Board

J. C. Bhatia Managing Director

C. G. Cholera Director

C. J. Bhatia Executive Director

B. V. Dholakia Director

D. D. Kanitkar Director

A. R. MasterAsst. Vice-President

(Finance)

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18

NOTE ‘A’SHARE CAPITALAUTHORISED

40,00,000 (Last year 40,00,000)Equity shares of Rs. 10/- each 4,00,00,000 4,00,00,000

ISSUED, SUBSCRIBED & PAID UPShares at the beginning and at the end of the accounting period 2,14,84,980 2,14,84,98021,48,498 (L.Y. 21,48,498) Equity shares of Rs. 10/- Each (Include2,95,000 Equity shares issued as bonus shares & 60,384 EquityShares allotted as fully paid up shares to share holders of erstwhileGujarat Drillwell Pvt. Ltd. for consideration other than cash.)

TOTAL 2,14,84,980 2,14,84,980

PARTICULARS 31-03-2012 31-03-2011Rupees Rupees

NOTE ‘B’RESERVES AND SURPLUS1. General Reserve

At the beginning of the accounting period 2,00,00,000 1,50,00,000Additions during the year 50,00,000 50,00,000

At the end of the accounting period 2,50,00,000 2,00,00,0002. Securities Premium Account

At the beginning of the accounting period 4,49,43,418 4,49,43,418Additions during the year – –

At the end of the accounting period 4,49,43,418 4,49,43,4183. Surplus

At the beginning of the accounting period 1,85,83,073 54,23,225Additions during the year 3,03,41,328 2,44,23,190(Balance in Statement of Profit & Loss)Allocations & AppropriationsDividend 64,45,494 53,71,245Tax on Dividend 10,45,620 8,92,097Bonus Shares Issued – –Transfer to/from Reserves 50,00,000 50,00,000

At the end of the accounting period 3,64,33,287 1,85,83,073

4. Capital Reserve 29,06,317 29,06,3175. Central / State Govt. Subsidy 18,41,597 18,41,597

Grand Total 11,11,24,619 8,82,74,405

NOTE ‘C’LONG TERM BORROWINGS1. Unsecured Long Term Borrowings:

Loans from Directors – –Fixed Deposit from Public 55,47,000 50,63,000Fixed Deposit from Shareholder 36,62,000 55,64,000

2. From Kotak Mahindra BankTerm Loan Secured against hypothecation of car – 3,55,406and Guaranted by the Director of the company

92,09,000 1,09,82,406

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NOTE ‘D’OTHER LONG-TERM LIABILITIESSecurity Deposits from Distributors 6,40,000 6,40,000Car Deposit from Employees 74,360 74,360

7,14,360 7,14,360

PARTICULARS 31-03-2012 31-03-2011Rupees Rupees

NOTE ‘E’LONG-TERM PROVISIONSProvision for Leave Encashment 17,59,711 15,21,145

17,59,711 15,21,145

NOTE ‘F’CURRENT LIABILITIES

Short-Term Borrowings:1. Secured Loans from Banks

From State bank of India - Cash Credit 80,12,519 1,36,95,094(Secured against hypothecation of Stock & Book-debts)

2. From State Bank of India - Term Loan(Secured against hypthecation of Machinery) 43,57,904 –

1,23,70,423 1,36,95,094

NOTE ‘H’OTHER CURRENT LIABILITIES1. Current maturities of long term debts 3,55,406 3,94,3522. Unsecured fixed Deposit from Public 74,74,000 18,65,0003. Unsecured Fixed Deposit from Shareholder 22,89,000 50,05,0004. Interest accrued but not due on borrowings 8,83,223 6,59,1295. Unpaid Dividends 14,03,191 7,26,5076. Duties & Taxes 24,13,837 69,46,8667. Current Year Taxes Payable (Net of Advance Tax) 4,72,532 (6,47,475)

1,52,91,189 1,49,49,379

NOTE ‘I’SHORT-TERM PROVISIONS1. Provisions for Expenses 49,67,406 39,97,7252. Provision for Proposed Dividend 64,45,494 53,71,2453. Provision for Tax on Dividend 10,45,620 8,92,097

1,24,58,520 1,02,61,067

NOTE ‘G’TRADE PAYABLES

Sundry Creditors 2,71,17,099 3,13,78,730Advance from parties-interest free 16,34,532 17,48,162

2,87,51,631 3,31,26,892

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NOTE ‘K’NON CURRENT INVESTMENTNon Current Investment:A Unquoted - Trade - Long Term

1. In Government Securities - National Saving Certificates 12,000 12,0002. Others - 1581 Equity Shares of Bharuch Enviro Infrastructure Ltd. 15,750 15,750

B. Quoted - Trade Long term1. 7,000 Equity Shares of Rapicut Carbides Ltd. The said shares have devolved

on the company in lieu of 17,500 equity shares of Gujarat Drillwell Pvt. Ltd.pursuant to Gujarat High Court order and are held in Trust on behalf of theCompany (Market value Rs. 3,49,650/-) 1,75,000 1,75,000

2. 20,000 Nos of SBI Infrastructure Fund (Market value Rs. 1,56,200/-) 2,00,000 2,00,000,

, 4,02,750 4,02,750

PARTICULARS 31-03-2012 31-03-2011Rupees Rupees

Items GROSS BOLCK DEPRECIATION NET BLOCK

Opening Additions Sales/ Closing Opening Depreciation Depreciation Closing Closing

Balance Disposal/ Balance Balance during Deduc- up to Balance Balance

01-04-2011 Transfer 31-03-2012 01-04-2011 the year -tion 31-03-2012 31-03-2012 31-03-2011

Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees

NOTE ‘J’i) TANGIBLE ASSETS

Items GROSS BOLCK DEPRECIATION NET BLOCK

Opening Additions Sales/ Closing Opening Depreciation Depreciation Closing Closing

Balance Disposal/ Balance Balance during Deduc- up to Balance Balance

01-04-2011 Transfer 31-03-2012 01-04-2011 the year -tion 31-03-2012 31-03-2012 31-03-2011

Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees

Technical Knowhow 1104019 1022934 – 2126953 175118 425391 – 600509 1526444 928901

TOTAL 1104019 1022934 – 2126953 175118 425391 – 600509 1526444 928901

ii) INTANGIBLE ASSETS

Machinery under 1621986 209828 1621986 209828 – – – – 209828 1621986

installation

TOTAL 1621986 209828 1621986 209828 – – – – 209828 1621986

PREVIOUS YEAR 65407369 7809529 969382 72247516 51119988 2614447 413410 53321025 18926491 14287381

Leasehold Land 352174 – – 352174 118822 3557 – 122379 229795 233352

Buildings 11871245 2064100 – 13935345 7725831 405456 – 8131287 5804058 4145414

Plant & Machinery and 46468680 8538928 144954 54862654 37897688 2078963 107836 39868815 14993839 8570992

Electrical Fittings

Data Process Equipment 3422878 110803 – 3533681 2250147 336971 – 2587118 946563 1172731

Furniture Fixture & 4081352 105269 413332 3773289 3617163 140503 389160 3368506 404783 464189

Office Equipment

Vehicles 3325182 768348 685806 3407724 1536256 330917 595289 1271884 2135840 1788926

TOTAL 69521511 11587448 1244092 79864867 53145907 32963671092285 55349989 24514878 16375604

iii) CAPITAL WORK-IN-PROGRESS

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NOTE ‘L’LONG TERM LOAN AND ADVANCES

Inventories(As taken, valued & certified by the Management)1. Raw materials 2,95,53,586 2,54,34,4672. Work in Process 6,88,20,541 4,42,79,3713. Finished Goods 1,21,09,619 1,24,91,4934. Stores, Spares & Loose Tools 1,58,52,377 1,00,92,3525. Goods In-transit 7,16,212 2,39,11,760

12,70,52,335 11,62,09,443

NOTE ‘N’TRADE RECEIVABLES(Unsecured considered good unless otherwise stated)1. Debts outstanding for a period exceeding six months from

the dates they are due 19,34,951 14,80,2472. Other Debts 3,97,35,314 2,63,40,449

4,16,70,265 2,78,20,696

NOTE ‘M’CURRENT ASSETS

NOTE ‘O’CASH & CASH EQUIVALENTSa. Balance with Banks

– In Fixed DepositsEarmarked balance with Banks held as Margin Money against 25,16,000 35,46,000Borrowings and other commitments

– Maturity with less than 12 months – 1,50,00,000– In Current Accounts 67,00,090 36,33,518

b. Cash on hand 47,714 70,441

92,63,804 2,22,49,959

NOTE ‘P’SHORT TERM LOANS & ADVANCES(Unsecured considered good unless otherwise stated)Advances Recoverable in cash or kind for the value to be received1. Advance to Parties 2,96,566 29,79,8832. Recievable / Recoverable from Reveneue Authorities 27,24,759 18,84,7653. Advance to Employee 53,583 99,816

30,74,908 49,64,464

NOTE ‘Q’OTHER CURRENT ASSETS1. Prepaid Expenses 8,78,757 13,42,6312. Tender Deposits 25,000 46,5003. Interest Accrued But not received 1,91,127 1,21,4494. Insurance premium recoverable 33,322 29,210

11,28,206 15,39,790

Security Deposits 48,38,044 26,89,135(Unsecured considered good unless otherwise stated)

48,38,044 26,89,135

PARTICULARS 31-03-2012 31-03-2011Rupees Rupees

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ADDITIONAL NOTES TO AND FORMING PART OF BALANCE SHEET AS AT 31-03-2012

A Share Capital:1. Issued, Subscribed & Paid Up Share Capital 29,50,000 29,50,000

Includes 2,95,000 Equity SharesAllotted as fully paid up by way of bonus sharesof Rs. 10 each

2. Shares in the company held by each shareholder holding 14,35,160 Nilmore than 5 percent shares.Equity shares in Nos.of Rs10/-each; Pragya Equities Pvt Ltd. (1,43,516 Equity Shares)

B Long Term Borrowings1. Term loan facilities availed from State Bank of India is 43,57,904 Nil

secured against Plant and Machinery.Company's Immovable Properties form part of The collecteralSecurity and The Directors have given their personalGuarantee for the same.Loan is repayable in Equal Monthly, Twelve Months instalmentsof Rs. 3,63,636/-excluding interest

2. Term Loan facilities availed from Kotak Mahindra Bank is 3,55,406 3,94,352secured against Car and Director has given his PersonalGuarantee for the same loan is Repayable in equal monthly,Ten months Instalments of Rs. 36,955/-including interest

3. Loans from Directors Nil NilC Short-Term Borrowings:

1. Cash Credit facilities availed from State Bank of India 80,12,519 1,36,95,094Is Secured against hypothecation of Inventories & book-debtsCompany's immovable properties form part of The Collecteralsecurity and The Directors have given their PersonalGuarantee for the same.Loan is repayable on demand.

31-03-2012 31-03-2011Rupees Rupees

Contingent Liabilities And Commitments(To the extent not provided for)i Contingent Liabilities

(a) Claim against the company not acnowledged as debts 15,40,388 21,15,000(b) Guarantees / Letter Of Credit 1,62,24,412 2,03,82,673(c) Other Money for which the company’s commitments liablity Nil Nil

ii Commitments(a) Estimated amount of contracts remaining to be executed 4,42,499 28,43,813

on Capital account and not provided for(b) Uncalled Liability on Shares and other Investments partly paid Nil Nil(c) Other Commitments Counter Guarantee Nil Nil

iii The amount of Dividends proposed to be distributed toEquity Shareholders for the period, amount per Equity Shares 3 2.50

iv Issue Of Securities For Specific Purpose Nil Nilv Detail of any assets other than Fixed Assets and Non- Nil Nil

Current Investments which do not have a value onrealisation in the ordinary course of business at leastequal to the amount at which they are stated

ADDITIONAL INFORMATIONS-NOTES TO AND FORMING PART OF BALANCE SHEET AS AT 31-03-201231-03-2012 31-03-2011

Rupees Rupees

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NOTE ‘PL-1’Revenue From Operationsa Sale of Products (Net of Returns, Discount etc.) 33,08,33,899 27,47,47,318b Other Operating Revenues 13,551 –

33,08,47,450 27,47,47,318c Less: Excise Duty 2,98,76,335 2,44,45,989

Net Revenue From Operations 30,09,71,115 25,03,01,329

PARTICULARS 31-03-2012 31-03-2011Rupees Rupees

NOTE ‘PL-4’CHANGES IN INVENTORIESFinished GoodsAt the beginning of the Accounting Period 1,24,91,493 92,81,093At the end of the Accounting Period 1,21,09,619 1,24,91,493

3,81,874 (32,10,400)Work-In-ProgressAt the beginning of the Accounting Period 4,42,79,371 4,15,84,631At the end of the Accounting Period 6,88,20,541 4,42,79,371

(2,45,41,170) (26,94,740)

GRAND TOTAL (2,41,59,296) (59,05,140)

NOTE ‘PL-3’COST OF MATERIALS CONSUMEDPurchases Raw-Materials 21,18,39,318 15,40,43,069Add: Opening Balance of Stock 2,54,34,467 2,51,92,792

23,72,73,785 17,92,35,861Less: Closing Balance of Stock 2,95,53,586 2,54,34,467

Consumption of Materials 20,77,20,199 15,38,01,394

NOTE ‘PL-2’OTHER INCOMEInterest Income (Tds Rs. 33,163/-) 3,20,849 2,94,895Dividend Income 19,081 14,181Profit on Sale of Assets 9,483 –

3,49,413 3,09,076

NOTE ‘PL-5’Employee Benefits ExpenseA Salary And Wages

1 Factory Wages 1,16,74,634 1,07,09,9962 Office Staff Salary 67,10,217 56,96,4023 Marketing Staff Salary & Incentives 33,15,951 28,69,6854 Directors remuneration 27,46,034 21,62,374

B Contribution to Provident & Other Funds1 Contribution to Provident Fund 16,65,440 14,35,2132 Contribution to Emploees State Insurance Fund 6,09,233 5,41,1803 Contribution to Other Funds 1,110 1,0954 Contribution to Gratuity Fund 9,00,889 7,99,8655 Contribution to Super Annuation Fund 7,93,639 5,39,1556 Provident Fund Arrears 1,64,805 –

C Other Expenses1 Workers & Staff Welfare 13,77,972 12,44,2802 Bonus & Exgratia 9,55,436 9,18,7493 Leave With Wages 5,41,366 3,47,9034 Perquisites to Employee 7,25,677 10,41,208

3,21,82,403 2,83,07,105

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NOTE ‘PL-7’OTHER EXPENSESA Manufacturing Expense

Consumption of Stores And Spare Parts1 Opening Stock 1,00,92,352 72,18,3932 Add:Purchases 1,10,54,267 97,65,739

2,11,46,619 1,69,84,1323 Less:Closing Stock 1,58,52,377 1,00,92,352

52,94,242 68,91,7804 Freight Inward 1,32,299 1,18,6875 Power & Fuel 1,04,57,448 87,86,5726 Grinding Charges 9,723 3,7007 Water Charges 1,83,382 1,86,8328 Repair to Machinery 9,88,092 5,59,675

1,70,65,186 1,65,47,246

a Interest Expense1 Interest to Bank 8,02,381 9,68,4922 Interest to Depositors 23,24,672 19,58,1353 Interest to Bank On Vehicle Loan 49,108 87,0194 Interest to Bank On Term Loan 7,55,460 –5 Interest on TDS & Other Taxes 15,905 3,332

b Bank Charges 4,73,886 5,70,151

44,21,412 35,87,129

NOTE ‘PL-6’FINANCIAL COSTS

PARTICULARS 31-03-2012 31-03-2011Rupees Rupees

B Administartive Expense1 Car Hire Expenses 2,43,486 2,29,5002 Festival Celebration Expenses 92,399 74,6833 Donation 16,400 7004 Subscription/Membership Fees 1,23,241 47,6545 Electricity Expenses 34,253 25,0506 Rates & Taxes 7,01,560 3,93,9327 General Expenses 3,91,067 2,42,5438 Rent 9,21,668 8,14,5159 Insurance 2,90,356 3,10,57110 Legal Expenses 2,23,355 60,27611 Recruitment Expenses 11,000 –12 News Paper & Periodicals 67,050 73,08413 Payment to The Auditors 1,09,762 63,56514 Postage Telephone & Courier Expenses 4,73,268 5,29,69115 Professional Charges 23,26,370 23,44,15916 Printing & Stationery 4,99,067 5,00,07017 Repair to Buildings 4,85,354 4,87,34718 Repair & Maintenance (General) 1,22,767 1,30,65119 Loss on Impairment Assets 61,290 59,69120 Security Guard Expenses 8,54,168 7,75,26121 Vehicle Running Expenses 1,47,647 1,25,34122 Directors Commission 4,83,508 4,00,90123 Directors Sitting Fee 85,000 70,000

87,64,036 77,59,185

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C Selling & Distribution Expense1 Advertisement Expenses 97,180 1,18,9342 Bad Debts – 52,6973 Conference Expenses 17,067 22,5784 Freight & Cartage(Outward) 13,36,754 13,11,6175 Dr./Cr. Balance W/Off 8,748 1,9476 Sales Commission & Incentives 6,65,505 6,23,3107 Turn Over / Cash Discount 5,71,844 8,11,4588 Sales Tax / Gvat Tax Expenses 12,12,148 5,85,5289 Octroi 4,21,502 2,57,18010 Packing Material 14,16,922 13,35,53111 Sales Promotion 1,54,385 97,15112 Travelling Expenses 7,74,462 13,05,09413 Marketing Staff Tour Expenses 56,324 69,064

67,32,841 65,92,089

GRAND TOTAL 3,25,62,063 3,08,98,520

PARTICULARS 31-03-2012 31-03-2011Rupees Rupees

ADDITIONAL INFORMATIONS TO AND FORMING PART OF STATEMENT OF PROFIT AND LOSSFOR THE YEAR ENDED 31-03-2012Sr. Particulars 31-03-2012 31-03-2011No. Rupees Rupees

1. Payment To The Auditors AsAuditor 50,000 50,000For Taxation Matters 30,000 –For Company Law Matters – –For Management Services 10,000 –For Other Services 5,000 5,000For Reimbursement Of Expenses 14,762 13,565

Total 1,09,762 68,5652 Value Of Imports Calculated On C.I.F Basis By The

Company During The Financial Year In Respect ofI Raw Materials 73,842,576 10,93,79,191II Components And Spare Parts 1,223,321 3,96,377III Capital Goods 4,017,104 –

Total 7,90,83,001 10,97,75,5683 Expenditure In Foreign Currency During The

Financial Year On Account ofBook & Peridocials 11,756 13,337Membership Fees 86,791 –Foreign Travelling 97,050 305,872Fees And Taxes – –

Total 1,95,597 3,19,209

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4 Break Up Of ConsumptionI Raw Materials

Total Consumption 20,77,20,199 15,38,01,395Indigenous 11,88,44,947 3,08,10,680% 57.21 20.03Imported 8,88,75,252 12,29,90,715% 42.79 79.97

II Spare Parts And ComponentsTotal Consumption 52,94,242 68,91,780Indigenous 46,43,037 62,46,457% 87.70 90.64Imported 6,51,205 6,45,323% 12.30 9.36

5 The Amount Remitted During The Year InForeign Currencies On Account of Dividends – –

6 Earning In Foreighn ExchangeI Export Of Goods On FOB Basis 39,20,465 30,86,274II Royalty, Knowhow, Professional And – –

Consultancy Fees – –III Interest and Dividends – –IV Other Income – –

TOTAL 39,20,465 30,86,2747 Consumption of Raw Materials

a Cobalt 1,62,13,893 1,53,23,970b Tanbc 49,38,365 35,93,503c Tungsten Carbide Powder 2,16,39,508 1,55,34,912d Blue Tungsten Oxide 4,12,33,471 8,57,77,228e Fused Tungsten Carbide Powder 36,78,172 40,40,799f Ammonia Para Tungstate 4,28,90,395 83,68,724g Yellow Tungsten Oxide 3,54,81,021 19,47,700h Cemented Carbides 3,19,19,185 1,42,29,000i Others 97,26,189 49,85,559

20,77,20,199 15,38,01,3958 Turnover

Tungsten & Tungsten Carbide Productsa Manufactured

i) Sintered 25,85,40,211 21,84,81,252ii) Intermediary Product 7,13,94,175 5,55,00,466

b Purchasedi) Resale Of Raw Material 8,99,513 7,65,600

33,08,33,899 27,47,47,3189 Opening/Closing Stock

Tungsten & Tungsten Carbide Productsa Manufactured 1,21,09,619 1,24,91,493b Purchased Nil Nil

1,21,09,619 1,24,91,493

Sr. Particulars 31-03-2012 31-03-2011No. Rupees Rupees

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STATEMENT OF ACCOUNTING POLICIES1. BASIS OF ACCOUNT

The financial statements are prepared under historical cost convention on an accrual basis in accordance with thegenerally accepted accounting principle in India, the accounting standards issued by the Institute of CharteredAccountants of India and are in accordance with the requirements of the Companies Act, 1956.

2. FIXED ASSETS AND DEPRECIATIONAll fixed assets are stated at their original cost of acquisition / installation which includes taxes, duties (net of CENVAT& set off availed) & other identifiable direct expenses. Depreciation for the year has been provided on straight linemethod at the rates specified in Schedule XIV of the Companies Act, 1956. Depreciation on addition/deduction duringthe year is charged on pro-rata basis. Leasehold land is amortised over the period of the lease. Depreciation onTechnical know how has been provided as per remaining useful life of the assets.

3. INVESTMENTSInvestments are stated at cost. As per information received from management these are primarily long term investments.

4. INVENTORIESI Finished Goods

Valued at cost inclusive of taxes & duties paid/payable or market value whichever is less.Valuation is based onfirst in first out basis.

II Raw Materials & ConsumablesValued at landed cost or realizable value whichever is less.

III Work-in-ProgressValued at cost incurred till the stage of completion as determined by the Management. In respect of sinteredT.C.(scrape) the stock is valued at cost incurred till the previous stage at which this material is generated. In casethe material is sold, the valuation is restricted to the value realized at a subsequent date. Valuation is based onactual cost of production or realized value whichever is lower.

IV Due allowance is estimated and made for defective and obsolete stock based on past experience of the Company.5. RETIREMENT BENEFITS

I. Retirement benefits to employees comprise payment under defined contribution plan Superannuation, Gratuitythrough Group Schemes of Life Insurance Corporation of India. The premium/contribution paid/payable to LIC ofIndia is charged to Profit & Loss Account. As per Revised Accounting Standard Actuarial Valuation was carriedout by LIC of India, Company has not provided for amounting to Rs. 49,78,888/- during the year being contingentin nature.

II. Leave encashment is provided for at current encashable salary rate for the entire encashable unavailed leavebalance on Actual valuation bases.

6. EXCISE & CUSTOM DUTYThe excise duty paid/payable on finished goods has been included in closing inventory till sales. Provisions has beenmade for payments of excise duty relating to finished goods lying in bond. However the said practice has no impacton profit / (loss) for the year.

7. FOREIGN CURRENCY TRANSACTIONSTransactions in foreign currency, other than those covered by forward contracts, are recorded at the exchange ratesprevailing on the date of each transaction. Imports/Exports are recognized in books on the basis of payments/receipts,if transaction is squared off in the same accounting year. Liabilities relating to foreign currency transactions remainingunsettled till the date of finalisation are transacted at the year end rates.

8 SALESi) Sales are recognised at the time of despatch to customers.Material despatched to branches & remaining unsold during

the year is treated as stock at branches valued at cost inclusive of duties paid or market value whichever is lower.ii) Sales are inclusive of excise duty thereon but net of sales tax/VAT & discount.iii) Sales returns are recognised as soon as the rejection is approved by Technical Services Department of the Company.

9. IMPAIRMENT OF ASSETSThe carrying amount of an assets are reviewed at each balance sheet date if there is any indication of impairmentbased on internal / external factors. Impairment loss will be recognised whenever the carrying amount of an assetsexceeds recoverable amount. The Company applies the test of impairment of major assets as provided in accountingstandard - 28, issued by Institute of Chartered Accountants of India.

10. PROVISION AND CONTINGENCIESThe Company create a provision when there is present obligation as result of past events that probably required andout flow of resources and a reliable estimate can be made of the amount of obligation. A disclosure for a contingentliability is made when there is possible obligation or a present obligation that probably will not be required an out flowof resources or where a reliable estimate of the obligation can not be made.

11. TAXES ON INCOMECurrent tax is the amount of tax payable on the taxable income for the year determined in accordance with theprovisions of the Income Tax act, 1961. Deferred tax balance is recognised on timing differences, being the differencebetween taxable income and accounting income that originate in one period and are capable of reversal in one or moresubsequent period. Deferred tax assets on unabsorbed tax losses and tax depreciation are recognised only when thereis a certainty of their realisation. The tax effect is calculated at the end of the year, based on the tax rate and lawsenacted on balance sheet date.

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NOTES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31-03-2012

1. In the opinion of the Board of Directors the Current Assets, Loans & Advances and Current Liabilities as reflected inthe Balance Sheet represent the value they would realise or become payable as the case may be in the ordinarycourse of business.

2. We have relied on the management representation in respect of determining reuse / sale of T.C. scrap, worn outCylpebs & acceptance of rejection claims.

3. Exchange difference amounting to Rs. 17,80,879/- (P.Y. Rs. 8,50,659/-) has been adjusted in the cost of correspondingraw materials/consumables purchased and Rs Nil (P.Y. Rs. 297/-) has been adjusted in export sales.

4. The identification of suppliers as small scale industrial undertaking has been done on the bases of information to theextent provided by the suppliers to the company. On these bases amount over due to such unit exceeding Rs. ONELAC is "NIL" and outstanding balance from such parties is Rs. Nil at the year end (P.Y. Rs. 6601/-).

5. Provision for taxation has been made during the year as per completed Income Tax Assessment of the Company.

6. Earning per share:

31-03-2012 31-03-2011

Face Value per share Rs. 10/- Rs. 10/-Net Profit after tax 3,03,41,328 2,44,23,190Number of Shares used in Computation earning per share 21,48,498 21,48,498Earning per share: Basic 14 11Earning per share: Diluted 14 11

7. Segment Reporting as per AS-17 'Segment Reporting' issued by Institute of Chartered Accountant of India, TheCompany has only one business segment "Tungsten & Tungsten Carbides Products" as primary segment. Thesecondary segment is geographical which is given as under:

a) Sales & Services 2011-12 2010-11Rupees Rupees

Within India 32,66,30,253 27,13,40,195Outside India 42,17,197 34,07,123

33,08,47,450 27,47,47,318

b) Other IncomeWithin India 3,49,413 3,09,076Outside India Nil Nil

Total 3,49,413 3,09,076

8. Disclosure requirement as per AS -18 "Related Party Disclosure" issued by Institute of Chartered Accountant of India".

2011-12 2010-11Rupees Rupees

i) Key Management Persons:- Shri. J.C. Bhatia, Managing DirectorShri. C.J. Bhatia, Executive Director

ii) Transaction with Key Management Persons(a) Key Management Person Remuneration - Shri. J.C. Bhatia 18,38,771 13,71,666(b) Management Person Remuneration - Shri. C.J. Bhatia 11,09,063 9,50,908(c) Rent to Shri. C.J. Bhatia for Bombay Sales Office 2,33,280 2,16,360

9. Deferred tax components are as under:2011-12 2010-11Rupees Rupees

i) Depreciation 5,17,030 (207,000)ii) Other – –

Total 5,17,030 (2,07,000)

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10. Contingent Liabilities:

I. Company's Income Tax Assessments have been completed up to the Assessment year 2009-2010. In the opinionof the management, provision made in books is sufficient to cover liabilities in respect of pending assessments.

II. Company's Sales Tax Assessments have been completed up to the Assessment year 2008-09.

III. Show Cause Notices/Demands for Excise/Customs duty claims raised by Department and contested by theCompany are Rs.15.40 lacs (Rs.21.15 lacs). The Company has paid Rs. 5.85 lacs (P.Y. Rs. 5.85 lacs) under protest.Management has taken legal opinion that the provision made in the books is sufficient to cover the liabilities.

IV. Gratuity payable as per revised accounting standard & actuarial valuation submitted by LIC of India amounting toRs. 49,78,888/- (P.Y. Rs. 43,82,523/-) was not provided for, as per management's explanation & opinion same iscontingent in nature, as the valuation is based on assumption of Mortality rate, Withdrawal rate, Discounted rate& Salary escalation of service etc. for the year.

The principal assumptions used by LIC in determining valuation:

(a) Withdrawal Rate : 1% to 3% depending on age

Discounting Rate : 8% p.a.

Salary Escalation : 7% p.a.

(b) Accrued Gratuity : 1,11,51,715/-

Fund value as on : 61,72,827/-

Net Unfunded Gratuity Liability : 49,78,888/-

(c) Defined Benefit obligation plan

Opening Balance : 51,82,788/-

Add : Amount credited during the year : 9,10,270/-

Less : Amount paid during the year : 3,99,639/-

Add : Interest credited during the year : 4,79,408/-

Closing Balance : 61,72,827/-

(d) Present value of past defined obligation plan : 1,04,58,155/-

11. Figures of the previous year have been re-grouped/re-arranged wherever necessary to conform to this year's classification.

As per our Audit Report of even dateFor D.N. SHUKLA & CO.Chartered Accountants

P.J. MankadPartner

Place : MumbaiDate : 26th May, 2012

A.R. MasterAsst. Vice-President

(Finance)

For and on behalf of the Board

J.C. Bhatia Managing Director

C.G. Cholera Director

C.J. Bhatia Executive Director

B.V. Dholakia Director

D.D. Kanitkar Director

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CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2012 IN ACCORDANCE WITHTHE REQUIREMENT UNDER CLAUSE 32 OF THE LISTING AGREEMENT WITH THE STOCKEXCHANGE.

(Rupees in lacs)

Year ended Year ended31-03-2012 31-03-2011

A. Cash flow from operating activitiesNet Profit before tax and extraordinary items 448.72 373.07Adjustment for:

Depreciation 37.22 26.14Loss on Sale of Fixed Assets / Impairement (Net) 0.51 0.60Interest (Net) 36.27 27.22

74.00 53.96

Operating Profit before working capital charges 522.72 427.03Adjustments for:

Trade and Other Receivables (246.42) (201.89)Inventories (108.42) (329.33)Trade Payables 64.94 436.31

(289.90) (94.91)

Cash Generated from Operation 232.82 332.12Interest Paid (39.47) (30.17)Direct Tax Paid (137.00) (122.14)Dividend & Distribution Tax (74.91) (62.63)

(251.38) (214.94)

(18.56) 117.18Extraordinary Items (1.07) (3.64)

Net Cash from Operating Activities (19.63) 113.54

B. Cash Flow from Investing ActivitiesPurchase of Fixed Assets (111.98) (73.14)Sale of Fixed Assets 1.00 –Interest Received 3.21 2.95

C. Net Cash used in Investing Activities (107.77) (70.19)

Cash Flow from Financing ActivitiesProceeds from Bank Borrowings (56.84) (68.27)Repayment of Long term Borrowings 39.63 (4.69)Proceeds from Short term Borrowings 14.75 28.79

Net Cash used in Financing Activities (2.46) (44.17)

Net Changes in Cash and Cash Equivalents (A+B+C) (129.86) (0.82)Cash and Cash Equivalents as at 01-04-2011 (Opening Balance) 222.50 223.32Cash and Cash Equivalents as at 31-03-2012 (Closing Balance) 92.64 222.50

129.86 0.82

By Order of the Board of Directors

J. C. BhatiaManaging Director

Place: MumbaiDate: 26th May, 2012

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31

Registered Office:Rapicut Carbides Ltd.Plot No.119,GIDC Industrial Area,Ankleshwar - 393 002 (Gujarat)

Notes:

[1] The Proxy to be effective should be deposited at the Registered Office of the Company not less than 48 hoursbefore the commencement of the Meeting.

[2] In case of joint holders all the Members should SIGN this Form.

FOLIO NO:

DP ID/Client ID No:

AffixRe.1/-

RevenueStamp

I/We of

being a

Member/Members of the above named Company, hereby appoint

of or failing him

of

as my/our Proxy to vote for me/us at the 35th Annual General

Meeting of the Company to be held on Saturday, 22nd September, 2012 and at any adjournment thereof.

Signed at this day of 2012.

PROXY FORM

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Page 34: BOARD OF DIRECTORSKolkata - 700 026. 201-Sonal Building, Plot No.113, RSC-11, Sector No. 1, Charkop, ... at 12.00 noon at Hotel Sadanand, Rajpipla Road, Ankleshwar-393 002, Gujarat
Page 35: BOARD OF DIRECTORSKolkata - 700 026. 201-Sonal Building, Plot No.113, RSC-11, Sector No. 1, Charkop, ... at 12.00 noon at Hotel Sadanand, Rajpipla Road, Ankleshwar-393 002, Gujarat